J. Birks Bovaird
About J. Birks Bovaird
J. Birks Bovaird is the independent Chair of the Board of Energy Fuels Inc. and a Director since 2006; age 77 and based in Toronto, Ontario . His career has focused on corporate financial consulting and strategic planning; he previously served as Vice President of Corporate Finance for a major Canadian accounting firm and holds ICD.D from the Canadian Director Education Program . The Board affirms his independence under NI 52‑110 and the NYSE Guide; the Chair of the Board is independent and not a member of management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Fuels Inc. | Chair of the Board; Director | Director since 2006 | Oversees Board processes, liaison between Board and management; Chair is independent |
| Major Canadian accounting firm | Vice President, Corporate Finance | Not disclosed | Corporate finance advisory background |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Spruce Ridge Resources Ltd | Independent Director | Audit Committee member |
| Noble Mineral Exploration Inc. | Independent Director | Audit Committee member; Chair, Compensation Committee |
| Copper Road Resources Inc. | Independent Director | Audit Committee member |
Board Governance
- Independence: The Board determined Bovaird is independent under NI 52‑110 and NYSE Guide; the Chair of the Board is independent and not part of management .
- Committee memberships: Audit Committee member (current members include J. Birks Bovaird; Chair is Alexander G. Morrison; committee is entirely independent and financially literate) .
- Attendance and engagement:
- Board meetings: 18 held in 2024; Bovaird attended 18 of 18 .
- Audit Committee meetings: 7 in 2024 (committee-level workload context) .
- Independent director executive sessions: held after 14 of 17 Board meetings in 2024 .
- Governance processes: Annual Board effectiveness assessments; GN Committee concluded no Directors were overboarded in 2024 .
| Board Attendance (2024) | Meetings Held While Director | Attended |
|---|---|---|
| J. Birks Bovaird | 18 | 18 |
| Committee | Membership/Role | Meetings (2024) |
|---|---|---|
| Audit Committee | Member; committee independent; financial literacy affirmed; Chair: A.G. Morrison | 7 |
Fixed Compensation
- 2024 cash fees: As Chair of the Board, Bovaird earned $76,666; the program pays no meeting fees and reimburses travel/out-of-pocket expenses .
- Structure (2024): Annual retainer for Board member $52,410; committee chair (non‑Audit) $56,967; Audit Chair $63,803; Chair of the Board $76,666; no meeting fees .
| Component (2024) | Amount |
|---|---|
| Fees Earned (Cash) | $76,666 |
| Program Notes | No meeting fees; expenses reimbursed |
Performance Compensation
- Equity grants: RSUs only (no options). 2024 RSU fair value attributed to Bovaird: $139,392; RSUs vest 50% on Jan 27, 2025; 25% on Jan 27, 2026; 25% on Jan 27, 2027 .
- Outstanding awards: Unvested RSUs as of Dec 31, 2024: 32,594; market value $167,207 (based on $5.13 close) .
- Vested value in 2024: $100,615 from RSUs; options Nil .
| Metric | Detail |
|---|---|
| RSU Fair Value (2024) | $139,392 |
| RSU Vesting Schedule (2024 grant) | 50% on Jan 27, 2025; 25% on Jan 27, 2026; 25% on Jan 27, 2027 |
| Unvested RSUs (12/31/2024) | 32,594 |
| Market Value of Unvested RSUs | $167,207 (at $5.13 close) |
| Options Outstanding | Nil |
| Value Vested in 2024 (RSUs) | $100,615 |
Compensation mix signal: For 2024, equity RSUs ($139,392) exceeded cash fees ($76,666), emphasizing alignment via equity; grants are time‑based RSUs (no performance metrics disclosed) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Spruce Ridge Resources Ltd | Independent Director | Audit Committee member | Resource sector adjacency; no UUUU Item 404 transaction disclosed in proxy narrative |
| Noble Mineral Exploration Inc. | Independent Director | Audit Committee member; Chair of Compensation Committee | Resource sector adjacency; no UUUU Item 404 transaction disclosed in proxy narrative |
| Copper Road Resources Inc. | Independent Director | Audit Committee member | Resource sector adjacency; no UUUU Item 404 transaction disclosed in proxy narrative |
Expertise & Qualifications
- Corporate finance and strategic planning expertise; former VP Corporate Finance at major Canadian accounting firm .
- ICD.D designation; graduate of Canadian Director Education Program .
- As independent Chair, responsibilities include leadership of Board process, ensuring independent functioning, agenda oversight, information flow, and governance structure coordination with GN Committee .
Equity Ownership
| Title of Class | Direct Ownership | Indirect Ownership | Shares Acquirable Within 60 Days | Total | % of Class |
|---|---|---|---|---|---|
| Common Shares | 158,151 | Nil | Nil | 158,151 | 0.07% (based on 214,837,845 outstanding) |
- Stock ownership guidelines: Non‑employee Directors must hold shares valued at 2x annual director retainer; until compliant, must retain 50% of shares received from equity awards; policy applies to Qualifying Shares including spouse/controlled company holdings; all Directors currently in compliance .
- Hedging/derivatives prohibition: Insiders prohibited from hedging transactions and trading in publicly‑traded options to preserve alignment .
- Pledging: No specific disclosure of share pledging by Bovaird in the proxy; ownership table shows direct holdings only .
Say‑On‑Pay & Shareholder Feedback
- 2023 Say‑on‑Pay advisory vote: For 36,936,651; Against 7,005,336; Abstentions 2,481,542; Broker Non‑Votes 30,364,998 .
- 2025 Director election results for Bovaird: For 60,640,323; Withheld Nil; Abstentions 6,068,345; Broker Non‑Votes 42,517,174 (among 109,225,842 shares present) .
- 2025 Auditor appointment: KPMG LLP approved (For 107,858,053; Abstentions 1,367,789) .
- 2025 Equity Plan amendment: Approved (For 62,484,508; Against 3,554,952; Abstentions 669,208; Broker Non‑Votes 42,517,174) .
| Vote Item | For | Against/Withheld | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Director Election – J. Birks Bovaird | 60,640,323 | Nil | 6,068,345 | 42,517,174 |
| 2023 Say‑on‑Pay (Company‑wide) | 36,936,651 | 7,005,336 | 2,481,542 | 30,364,998 |
Related‑Party Transactions and Conflicts
- Item 404 process: Company annually screens Directors via D&O questionnaires; related‑party transactions require prior approval; Directors must disclose material interests and refrain from voting; Board enforces Code of Ethics; no waivers made since the beginning of 2024 for Directors/NEOs .
- Overboarding: GN Committee’s 2024 assessment concluded no Directors were overboarded; policy threshold: none sit on >5 public company boards, or (if CEO of a public company) >2 additional boards besides own .
Compensation Committee Analysis (Context)
- Compensation Committee composition: Independent Directors; Chair Robert W. Kirkwood; met five times in 2024; oversees Director compensation structure and risk implications; Clawback Policy maintained and exceeds legal requirements .
- Director compensation benchmarking: Advice from Zayla to align Director pay with the NEO peer group .
Governance Assessment
- Positives:
- Independent Chair with perfect Board attendance in 2024; sustained engagement through frequent executive sessions of independent Directors .
- Strong equity alignment via time‑based RSUs; unvested RSUs outstanding; clear vesting cadence and no options; robust Director ownership guidelines with confirmed compliance .
- Audit Committee fully independent and financially sophisticated; regular in‑camera sessions with auditors; active oversight including cybersecurity risk .
- Shareholder support: 2025 director vote support for Bovaird and broad approvals for auditors and equity plan amendments .
- Ethical and governance infrastructure: annual Board effectiveness assessments; Code of Ethics with conflict‑management; hedging/derivative trading prohibitions .
- Watch‑items:
- Multiple external directorships in resource sector (Spruce Ridge, Noble Mineral, Copper Road) necessitate ongoing conflict surveillance; proxy describes robust Item 404 review but does not enumerate specific transactions involving Bovaird .
- RED FLAGS:
- None disclosed specific to Bovaird regarding attendance, pledged shares, hedging, or related‑party transactions in the proxy; no waivers under the Code of Ethics reported for 2024 .
Director Compensation (2024)
| Name | Fees Earned (Cash) | Share‑Based Awards (RSUs) | Options | Other | Total |
|---|---|---|---|---|---|
| J. Birks Bovaird | $76,666 | $139,392 | Nil | Nil | $216,058 |
Outstanding and Vested Awards Detail (12/31/2024)
| Name | Unvested RSUs | Market Value of Unvested (at $5.13) | Options Unexercised (Exercisable/Unexercisable) | Option Exercise Price | Option Expiration | RSU Vested Value (2024) |
|---|---|---|---|---|---|---|
| J. Birks Bovaird | 32,594 | $167,207 | Nil / Nil | N/A | N/A | $100,615 |
Director Ownership (as of April 17, 2025)
| Name | Direct Shares | Indirect Shares | Shares Acquirable Within 60 Days | Total | Percent of Class |
|---|---|---|---|---|---|
| J. Birks Bovaird | 158,151 | Nil | Nil | 158,151 | 0.07% |
Director RSU Vesting Cadence for 2024 Grants (Program‑wide)
| Tranche | Vest Date | Percent |
|---|---|---|
| First | January 27, 2025 | 50% |
| Second | January 27, 2026 | 25% |
| Third | January 27, 2027 | 25% |
Board Structure and Independence
| Role | Status |
|---|---|
| Chair of the Board | Independent; oversees Board processes and liaison functions |
| Audit Committee | Member; committee fully independent; financially literate; seven meetings in 2024 |
Shareholder Votes (Context)
| Item | Result |
|---|---|
| 2025 Director Election – J. Birks Bovaird | For 60,640,323; Withheld Nil; Abstentions 6,068,345; Broker Non‑Votes 42,517,174 |
| 2025 Auditor Appointment (KPMG LLP) | For 107,858,053; Abstentions 1,367,789 |
| 2025 Equity Plan Amendment | For 62,484,508; Against 3,554,952; Abstentions 669,208; Broker Non‑Votes 42,517,174 |
| 2023 Say‑on‑Pay | For 36,936,651; Against 7,005,336; Abstentions 2,481,542; Broker Non‑Votes 30,364,998 |